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ASX Announcement
4 July 2022
Completion of Dispatch of Bidder's Statement
Complii FinTech Solutions Ltd (ASX: CF1) (Complii) refers to the Bidder's Statement dated 20 June 2022 (Bidder's Statement) and offers in relation to its off-market takeover for all the fully paid ordinary shares in Registry Direct Limited (ASX: RD1) (Registry Direct).
Complii confirms, in accordance with item 8 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act), that it has completed the dispatch of the Bidder's Statement.
The takeover offer will close at 5:00pm (AEST) on 5 August 2022, unless otherwise extended.
The completion of dispatch notice and copy of the Bidder's Statement (as sent to Registry Direct shareholders) are attached.
The Australian Securities and Investments Commission (ASIC) has granted Complii relief from the usual requirement under the Corporations Act to send the Bidder's Statement to all Registry Direct shareholders by post. This means that if Registry Direct shareholders have nominated an email address to receive communications from Registry Direct, then such shareholder will receive an email to their nominated email address with a link to an electronic copy of the Bidder's Statement.
Registry Direct shareholders may also request a hard copy of the Bidder's Statement be sent to them (if in Australia, by pre-paid ordinary post or by courier, or, if outside Australia, by pre-paid airmail post or by courier) by contacting the Complii information line on +61 (02) 9235 0028 or investors@complii.com.au between 9:00am and 5:00pm (AEST), Monday to Friday.
This announcement has been authorised by the Board of Complii FinTech Solutions Ltd.
For
- ENDS -
For more information please contact:
Craig Mason
Executive Chairman
0437 444 881 investors@complii.com.au
Complii FinTech Solutions Ltd
ABN 71 098 238 585
Level 6, 56 Pitt Street, Sydney NSW 2000
Alison Sarich
Managing Director
- 9235 0028 investors@complii.com.au
www.complii.com.au
investors@complii.com.au Telephone: 02 9235 0028
For personal use only
Our Ref: 220080
4 July 2022
Contact
David Woodford
03 8621 8886
The Managerdwoodford@grillohiggins.com.au Markets Announcements OfficeASX Limited
Dear Sir / Madam,
SECTION 633(1), ITEM 8 OF THE CORPORATIONS ACT 2001 (CTH)
NOTICE OF COMPLETION OF SENDING BIDDER'S STATEMENT AND OFFERS
We act for Complii FinTech Solutions Ltd (ACN 098 238 585) (ASX:CF1) (Complii) in relation to its off- market takeover bid (Offer) under Chapter 6 of the Corporations Act 2001 (Cth) (Corporations Act) for all of the fully paid ordinary shares in Registry Direct Limited (ACN 160 181 840) (ASX:RD1) (Registry Direct).
Pursuant to section 633(1) item 8 of the Corporations Act, Complii hereby gives notice to ASX that the bidder's statement dated 20 June 2022 (Bidder's Statement) and offers in relation to its conditional takeover bid for all of the issued shares in Registry Direct have been sent to each person who held securities in the bid class as at 7.00pm (AEST) on 27 June 2022 (being the date set by Complii in the Bidder's Statement).
The Bidder's Statement contains the terms of Complii's Offer. The date of the Offer is 4 July 2022.
Yours sincerely
David Woodford
Partner
Liability limited by a scheme approved by Professional Standards Legislation
For personal use only
THIS IS AN IMPORTANT DOCUMENT WHICH YOU SHOULD READ CAREFULLY.
IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONSULT YOUR FINANCIAL OR OTHER
PROFESSIONAL ADVISER.
RECOMMENDED TAKEOVER OFFER
COMPLII FINTECH SOLUTIONS LTD
ACN 098 238 585
(Complii)
Bidder's Statement
in relation to the Takeover Offer by Complii to acquire
ALL of your ordinary shares in
REGISTRY DIRECT LIMITED
ACN 160 181 840 (Registry Direct)
- ACCEPT
For every 4.5 Registry Direct Share you own, you will receive one (1) new Complii Share
REGISTRY DIRECT'S DIRECTORS HAVE UNANIMOUSLY RECOMMENDED THAT YOU ACCEPT THE
TAKEOVER OFFER IN THE ABSENCE OF A SUPERIOR PROPOSAL.
Legal Adviser to Complii | Financial Adviser to Complii |
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K E Y D A T E S
INDICATIVE TIMETABLE* | |
Execution of the Bid Implementation Agreement | 6 June 2022 |
Announcement of the Takeover Offer | 6 June 2022 |
Date of this Bidder's Statement | 20 June 2022 |
Date that this Bidder's Statement was lodged with ASIC | 20 June 2022 |
Takeover Offer opens (date of Takeover Offer) | 4 July 2022 |
Takeover Offer closes (unless otherwise extended or | 5 August 2022 |
withdrawn)** | |
Completion of the Takeover Offer and issue of Complii Shares | 8 August 2022 |
under the Takeover Offer |
- The above dates are indicative only and may change without notice, subject to compliance with the Corporations Act.
- The closing date for the Takeover Offer may change as permitted by the Corporations Act.
TAKEOVER OFFER INFORMATION LINE
If you have any questions about this Bidder's Statement or the Takeover Offer, you should contact Complii on +61 (02) 9235 0028 or investors@complii.com.au.
For personal
IMPORTANT INFORMATION
Bidder's Statement
This document is a bidder's statement (Bidder's Statement), dated 20 June 2022, issued by Complii FinTech Solutions Ltd (ACN 098 238 585) under Part 6.5 of the Corporations Act in relation to an off- market takeover offer by Complii to acquire Registry Direct Shares and sets out certain disclosures required by the Corporations Act.
A copy of this Bidder's Statement was lodged with ASIC on 20 June 2022. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this Bidder's Statement or the merits of the Takeover Offer.
Investment Risks
There are a number of risks that may have a material impact on the value of the Takeover Offer, the future performance of the Combined Group and the value of Complii Shares.
Some of these risks are described in Section 9 of this Bidder's Statement.
Foreign Jurisdictions
The distribution of this Bidder's Statement and the making of the Takeover Offer may be restricted by the laws or regulations of foreign jurisdictions. Persons who come into possession of this Bidder's
Statement must observe these restrictions.
The Takeover Offer is not being made, directly or indirectly, in or into, and will not be capable of acceptance from within any jurisdiction, if to do so would not be in compliance with the laws of that jurisdiction.
No action has been taken to register or qualify Complii or to otherwise permit the offering of Complii Shares outside Australia and its external territories.
This Bidder's Statement has been prepared having regard to Australian legal disclosure requirements. These disclosure requirements may differ from those of other countries.
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For personal use only
Disclaimer Regarding Forward Looking Statements
This Bidder's Statement includes forward- looking statements that have been based on Complii's current expectations and predictions about future events including Complii's intentions (which include those set out in Section 6). These
forward-looking statements are, however, subject to inherent risks, uncertainties and assumptions that could cause actual results, performance or achievements of Complii, Registry Direct and the Combined Group to differ materially from the expectations and predictions, expressed or implied, in such forward-looking statements. These factors include, among other things, those risks identified in Section 9.
None of Complii, its officers, nor persons named in this Bidder's Statement with their consent or any person involved in the preparation of this Bidder's Statement makes any representation or warranty (express or implied) as to the accuracy or likelihood of any forward looking statements. You are cautioned not to place reliance on these statements in the event that the outcome is not achieved. The forward-looking statements in this Bidder's Statement reflect views held only at the date of this Bidder's Statement.
Value of Complii Shares
Any reference to the implied value of the Consideration should not be taken as an
indication that Registry Direct Shareholders will receive cash.
As you are being offered Complii Shares as consideration for your Registry Direct Shares, the implied value of the Takeover Offer will vary with the market price of Complii's Shares.
Further information on the implied value of the Takeover Offer is contained in this Bidder's Statement. Before accepting the
Takeover Offer, Registry Direct Shareholders should obtain current quotes for Complii Shares as well as Registry Direct Shares from their stockbroker, financial adviser, or otherwise.
All references to the implied value of the Takeover Offer set out within this Bidder's Statement are subject to the effects of rounding.
Investment Advice
This Bidder's Statement does not take into account the individual investment objectives, financial situation or particular needs of each Registry Direct Shareholder (or any other person). You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Takeover Offer.
Privacy
Complii has collected your information from the registers of Registry Direct for the purposes of making the Takeover Offer and administering your acceptance of the Takeover Offer. Complii and its share registry may use your personal information in the course of making and implementing the Takeover Offer. Complii and its share registry may also disclose your personal information to their related bodies corporate and external service providers and may be required to disclose such information to regulators, such as ASIC. If you would like details of information about Complii Shares and your holding if you accept the Takeover Offer, please contact Complii at the address set out in the Corporate Directory.
Responsibility for Information
The information on Registry Direct, the Registry Direct Group and Registry Direct securities contained in this Bidder's Statement should not be considered to be comprehensive and has been prepared using publicly available information and information made available to Complii by Registry Direct. The information on the Registry Direct Group (including information in respect of its assets and liabilities, financial position and performance, profits and losses and securities) has not been independently verified by Complii. Accordingly, Complii does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or
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Registry Direct Ltd. published this content on 04 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 07:32:08 UTC.